SecProbe.io

Mail Stop 4720
September  8, 2016

Michael G. Capatides
Senior Executive Vice President,
Chief Administrative Officer and
General Counsel
Canadian Imperial Bank of Commerce
425 Lexington Avenue – 3rd Floor
New York, NY 10017

Re: Canadian Imperial Bank of Commerce
  Registration Statement on Form F-4
Filed  August  15, 2016
  File No.  333-213147

Dear Mr. Capatides :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the infor mation you
provide in response to these  comments, we may have  additional comments.

Prospectus Cover Page

1. Please disclose the total amount of consideration to be received by all PrivateBancorp
shareholders if the merger is completed.

The Merger, page  37

Background of the Merger, page  38

2. Please expand your disclosure in this section to provide a more detailed description of
PrivateBancorp’s strategic business reasons for entering into this transaction.  In
particular,  provide further details regarding the “strategic alternatives” that

Michael G. Capatides
Canadian Imperial Bank of Commerce
September  8, 2016
Page 2

 PrivateBancorp’s board considered and why th e board chose to forgo th ose alternatives in
favor of entering into negotiations with CIBC.

Opinions of Private Bancorp’s Financial Advisors, page  48

3. Revise your disclosure on page 59 to disclose t he compensation paid to Goldman  Sachs
for investment banking services provided to PrivateBancorp  during the past two years .
Please refer to Item  1015(b)(4) of Regulation M -A.

4. We note that in connection with rendering its fairness opinion, Goldman Sachs reviewed
“certain  financial analyses and forecasts for CIBC on a stand -alone basis reflecting Wall
Street analyst consensus estimates for CIBC for 2016 and 2017, as extrapolated by
management of Private Bancorp.”  We further note that Sandler O’Neill, in connection
with re ndering its fairness opinion, reviewed “internal financial projections for CIBC for
the fiscal years ending October  31, 2016 through October  31, 2022, as prepared and
provided by the senior management of PrivateBancorp.”   To the extent that the financial
projections for CIBC’s future performance  that were provided by PrivateBancorp’s
management to each of Goldman Sachs and Sandler O’Neill informed the analysis
performed by the respective financial advisors, please revise this section to disclose those
proje ctions.

5. We also note  that Sandler O’Neill discussed CIBC’s business, financial condition, results
of operations and prospects with certain members of CIBC’s senior management.   To the
extent that these discussions included any projections of future result s for CIBC that
would constitute material non -public information, revise this section to disclose the
projections.

The Merger Agreement, page  99

Explanatory Note Regarding the Merger Agreement, page  99

6. We note your statement  that the merger agreement and the related summary in the
prospectus “are not intended to be, and should not be relied upon as, disclosures
regarding any facts and circumstances relating to PrivateBancorp or CIBC. ”  We further
note your statement that investors “should not rely on t he representations, warranties and
covenants or any descriptions thereof as characterizations of the actual state of facts or
condition of the parties [to the merger agreement] or any of their respective subsidiaries
or affiliates.”  Disclosure with respec t to an agreement and the representations,
warranties, and covenants contained therein (whether through incorporation by reference
or direct inclusion) constitutes disclosure to investors, and you are required to consider
whether additional disclosure is n ecessary in order to put the information contained in, or
otherwise incorporated into that publication, into context so that such information is not
misleading. Refer to Report of Investigation Pursuant to Section 21(a) of the Securities
Exchange Act of 19 34 and Commission Statement on potential Exchange Act Section

Michael G. Capatides
Canadian Imperial Bank of Commerce
September  8, 2016
Page 3

 10(b) and Section 14(a) liabil ity, Exchange Act Release No.  51283 (Mar. 1, 2005). Please
revise your disclosure to remove the implication that the merger agreement and summary
do not constitute public disclosure under the federal securities laws .  To the extent that
you are aware of any instances where the warranties do not reflect the actual facts, please
remedy those situations with appropriate revisions to the disclosure so that investors are
better able to understand the information provided in the S -4, including the merger
agreement.

Description of CIBC Share Capital, page  116

7. Please revise your disclosure to indicate that your description of the Bank Act is a
summary of its material terms , and revise the summary as necessary so that it addresses
the material impact of  the Bank Act on shareholders.  You may supplement the summary
disclosure to encourage investors to read the relevant provisions of the Bank Act in order
to fully understand t heir respective rights.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules requi re.  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acc eleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and th e Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow

Michael G. Capatides
Canadian Imperial Bank of Commerce
September  8, 2016
Page 4

 adequate time  for us to review any amendment prior to the requested effective date of the
regist ration statement.

Please contact William H. Dorton, Staff Attorney,  at (202) 551 -3107  or me at (202) 551 -
3419  with any other questions.

Sincerely,

/s/ Christian Windsor

Christian Windsor
Special Counsel
Office of Financial Services